Exhibit
10.20


ADVISORY
AGREEMENT


THIS ADVISORY AGREEMENT (“Agreement”) is made and
entered into on this the 8th day of March, 2007, by and between Halter
Financial Group, L.P., a Texas limited partnership (“HFG”), and Redpoint Bio
Corporation, a Delaware corporation (the “Company”).


W I T N E S S E
T H:


WHEREAS, the Company desires to engage HFG to provide
certain advisory and consulting services as specifically enumerated below
commencing as of the date hereof related to the Going Public Transaction and the
Post-Transaction Period (each as hereinafter defined), and HFG is willing to be
so engaged.


NOW, THEREFORE, for and in consideration of the
covenants set forth herein and the mutual benefits to be gained by the parties
hereto, and other good and valuable consideration, the receipt and adequacy of
which are now and forever acknowledged and confessed, the parties hereto hereby
agree and intend to be legally bound as follows:


1.             Retention.  As of the date hereof, the Company hereby
retains and HFG hereby agrees to be retained as the Company’s advisor during
the term of this Agreement.  The Company
acknowledges that HFG shall have the right to engage third parties to assist it
in its efforts to satisfy its obligations hereunder.  In its capacity as an advisor to the Company,
HFG will:


A.                                     Going
Public Transaction.


Assist the
Company in evaluating the manner of effecting a going public transaction with a
public shell corporation (“Pubco”) domiciled in the United States of America
and quoted on the “OTC BB” (a “Going Public Transaction”). It is anticipated
that upon consummation of both the Going Public Transaction and the
contemplated reverse split of Pubco’s outstanding common stock, the holders of
Pubco’s common stock immediately prior to the closing of the Going Public
Transaction shall hold, in the aggregate, 500,000 shares of Pubco’s issued and
outstanding common capital stock.


B.                                     Post Transaction Period


Upon consummation of the
Going Public Transaction, HFG agrees to:


(i)            assist Pubco in obtaining a new CUSIP
number and a new stock symbol upon the changing of its name;


(ii)           facilitate the preparation and
assembly of application materials for the listing of Pubco’s common stock on a
national stock exchange; and


(iii)          provide Pubco with such additional
advisory services as may be reasonably requested, to the extent HFG has the
expertise or legal right to render such services.



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2.             Authorization.  Subject to the terms and conditions of this
Agreement, the Company hereby appoints HFG to act on a best efforts basis as
its consultant during the Authorization Period (as hereinafter defined).  HFG hereby accepts such appointment, with it
being expressly acknowledged that HFG is acting in the capacity of independent
contractor and not as agent of either the Company, affiliates of the Company or
Pubco.


3.             Reorganization Merger.  As part of the Going Public Transaction, the
Company shall merge with and into a wholly-owned subsidiary of Pubco, with the
Company as the surviving corporation and wholly-owned subsidiary of Pubco (the
“Merger”).  Subsequent to the Merger, a
second merger shall follow in which Pubco shall merge with and into the Company
(the “Reorganization Merger”).  HFG, as a
stockholder of Pubco, hereby agrees to vote in favor of both the Merger and the
Reorganization Merger.


4.             Authorization Period.  HFG’s engagement hereunder shall become
effective on the date hereof (the “Effective Date”) and will automatically
terminate (the “Termination Date”) on the first to occur of the following: (a)
90 days from the Effective Date in the event the Going Public Transaction has
not been completed or (b) 12 months from the Effective Date.


5.             Fees
and Expenses.  In
consideration for the services to be provided for hereunder the Company shall
pay to HFG the amount of $350,000 (the “Fee”) to be paid on the closing date of
the Going Public Transaction.


6.             Indemnification.  The parties hereto shall indemnify each other
to the extent provided for in this paragraph. 
Except as a result of an act of gross negligence or willful misconduct
on the part of a party hereto, no party shall be liable to another party, or
its officers, directors, employees, shareholders or affiliates, for any damages
sustained as a result of an act or omission taken or made under this Agreement.  In those cases where gross negligence or
willful misconduct of a party is alleged and proven, the non-damaged party
agrees to defend, indemnify and hold the damaged party harmless from and
against any and all reasonable costs, expenses and liabilities suffered or sustained
as a result of the act of gross negligence or willful misconduct.


7.             Governing Law.  This Agreement shall be governed by the laws
of the State of Delaware.



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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.


	
   

  	
  HFG:

  
	
   

  	
   

  	
   

  
	
   

  	
  Halter Financial
  Group, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Halter

  	
   

  
	
   

  	
   

  	
  Timothy P.
  Halter, Chairman, Halter

  
	
   

  	
  Financial Group
  GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  The Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  Redpoint Bio
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ F. Raymond Salemme

  	
   

  
	
   

  	
  Name: F. Raymond
  Salemme

  
	
   

  	
  Its:

  	
  Chief Executive Officer

  



 



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